Common use of Increase of Commitments; Additional Lenders Clause in Contracts

Increase of Commitments; Additional Lenders. The Borrower shall have the right, upon at least five (5) Business Days’ notice to the Administrative Agent, to add one or more Eligible Banks as new Lenders hereunder, or to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase in the Commitment of an existing Lender upon the request of the Borrower pursuant to this Section 2.03(d) being referred to as a “Lender Addition”); provided that (i) each such proposed Lender, in the case of an Eligible Bank not already a Lender hereunder, is acceptable to the Administrative Agent (the consent of the Administrative Agent not to be unreasonably withheld); (ii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) on any Business Day shall be equal to or greater than $25,000,000 in the aggregate; and (iii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”) shall be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address of the proposed Added Lender, (ii) the date on which the Borrower wishes such Lender Addition to become effective, and (iii) the amount of the Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If the conditions set forth in the proviso contained in the first sentence of this Section 2.03(d) have been satisfied, the Administrative Agent shall forward to such Added Lender and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto. Upon its receipt of an Assumption and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptance.

Increase of Commitments; Additional Lenders. (a) So long as no Event of Default has occurred and is continuing, from time to time after the Closing Date and provided that (a) at the time of and immediately after giving effect to any such proposed increase, no Default or Event of Default shall exist, all representations and warranties of the Borrower set forth in the Credit Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), and, since September 30, 2023, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect and (b) Borrower may, upon at least 30 days’ written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate Commitments up to an aggregate amount not to exceed $250,000,000 (the amount of any such increase, the “Additional Commitment Amount”). All Additional Commitment Amounts shall have the same terms and conditions applicable to the Commitments established on the Closing Date including without limitation, as to yield, maturity and amortization. The Borrower Lenders shall have the right, upon at least five (5) Business Days’ for a period of 20 days following receipt of such notice, to elect by written notice to the Administrative Agent, to add one or more Eligible Banks as new Lenders hereunder, or to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase in the Commitment of an existing Lender upon the request of the Borrower pursuant to this Section 2.03(d) being referred to as a “Lender Addition”); provided that (i) each such proposed Lender, in the case of an Eligible Bank not already a Lender hereunder, is acceptable to and the Administrative Agent (the consent of the Administrative Agent not to be unreasonably withheld); (ii) the increase their Commitments by a principal amount of all increases equal to the Commitments made pursuant Additional Commitment Amount, subject to this Section 2.03(d) on any Business Day shall be equal to or greater than $25,000,000 in the aggregate; and (iii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”) shall be allocations agreed by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address of the proposed Added Lender, (ii) the date on which the Borrower wishes such Lender Addition to become effective, and (iii) the amount of the Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If the conditions set forth in the proviso contained in the first sentence of this Section 2.03(d) have been satisfied, the Administrative Agent shall forward to such Added Lender and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added No Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any successor thereto) shall have any obligation to increase its Commitment or its other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or and the other Credit Documents, and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other instrument or document furnished pursuant hereto. Upon its receipt of an Assumption and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptance.

Increase of Commitments; Additional Lenders. The From time to time after the Closing Date but before the termination of this Agreement and in accordance with this Section 2.25, the Borrower shall have the rightmay from time to time, upon at least five (5) Business Days’ prior written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate Revolving Commitments (each such increase, an “Incremental Revolving Commitment”) or to increase any existing Term Loan or establish one or more new additional term loans (each, an “Incremental Term Loan”); provided, that: the aggregate amount of all Incremental Revolving Commitments plus the aggregate initial principal amount all Incremental Term Loans shall not exceed the Maximum Incremental Facility Amount immediately after giving effect to the establishment of any Incremental Revolving Commitment or Incremental Term Loan; any Incremental Revolving Commitment or establishment of an Incremental Term Loan shall be in a minimum principal amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof; no Default or Event of Default shall exist and be continuing at the time of the establishment of any Incremental Revolving Commitment or Incremental Term Loan; the conditions set forth in Section 3.2 shall be satisfied as of the date of the establishment of any Incremental Revolving Commitment or Incremental Term Loan; the Borrower shall have provided to the Administrative Agent a Pro Forma Compliance Certificate, in form and detail reasonably acceptable to the Administrative Agent, demonstrating compliance with the financial covenants in Article VI after giving effect to add one such Incremental Revolving Commitment or more Eligible Banks as new Lenders hereunderIncremental Term Loan on a Pro Forma Basis (assuming for purposes hereof, or to increase that the Commitment of Aggregate Revolving Commitments (including any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase in the Commitment of an existing Lender upon the request of the Borrower pursuant to this Section 2.03(dIncremental Revolving Commitments) being referred to as a “Lender Addition”are fully drawn and funded); provided that (i) each such proposed Lenderprovided, that, in the case of an Eligible Bank not already a Lender hereunder, is acceptable Incremental Term Loan subject to the Administrative Agent (Incremental Funds Certain Provision, such compliance will be determined at the consent option of the Administrative Agent not to be unreasonably withheld)Borrower either (A) at the time of funding of such Incremental Term Loan, or (B) at the time the applicable Acquisition Agreement is entered into; (ii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) on any Business Day shall be equal to or greater than $25,000,000 in the aggregate; and (iii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”) shall be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address of the proposed Added Lender, (ii) the date on which the Borrower wishes such Lender Addition to become effective, and (iii) the amount of the Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If the conditions set forth in the proviso contained in the first sentence of this Section 2.03(d) have been satisfied, the Administrative Agent shall forward have received all documents (including resolutions of the board of directors of the Loan Parties and opinions of counsel to the Loan Parties) it may reasonably request relating to such Added Lender Incremental Revolving Commitments or such establishment of such Incremental Term Loan, all in form and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance substance reasonably satisfactory to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto. Upon its receipt of an Assumption and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptance.;

Increase of Commitments; Additional Lenders. The (a) So long as no Event of Default has occurred and is continuing, from time to time after the Closing Date, Borrower shall have the rightmay, upon at least five (5) Business Days30 days’ written notice to the Administrative AgentAgent (who shall promptly provide a copy of such notice to each Lender), to add one or more Eligible Banks as new Lenders hereunder, or propose to increase the Commitment Aggregate Revolving Commitments by an amount not to exceed $200,000,000 (the amount of any existing Lender with such existing Lender’s consentincrease, pursuant to the terms hereof (any such addition of a new Lender or increase in the “Additional Commitment of an existing Lender upon the request of the Borrower pursuant to this Section 2.03(d) being referred to as a “Lender AdditionAmount”); , provided that (i) each such proposed Lender, in the case of an Eligible Bank not already a Lender hereunder, is acceptable to any new lenders are approved by the Administrative Agent and the Lead Arrangers (the consent of the Administrative Agent such approval not to be unreasonably withheld); (ii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) on any Business Day shall be equal to or greater than $25,000,000 in the aggregate; and (iii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”) shall be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address of the proposed Added Lender, (ii) no Commitment of any Lender shall be increased without the date on which the Borrower wishes consent of such Lender Addition to become effectiveLender, and (iii) the amount Borrower is in compliance with Section 3.2, Article IV, Article V, Article VI, Article VII and Section 8.1. Each Lender shall have the right for a period of 15 days following receipt of such notice, to elect by written notice to the Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If the conditions set forth in the proviso contained in the first sentence of this Section 2.03(d) have been satisfied, Borrower and the Administrative Agent shall forward to such Added increase its Revolving Commitment by a principal amount equal to its Pro Rata Share of the Additional Commitment Amount. No Lender and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any successor thereto) shall have any obligation to increase its Revolving Commitment or its other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or and the other Loan Documents, and any decision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other instrument or document furnished pursuant heretoLender. Upon its receipt of an Assumption If any Lender shall fail to notify the Borrower and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at writing about whether it will increase its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order Revolving Commitment within 15 days after receipt of such Added notice, such Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptancedeemed to have declined to increase its Revolving Commitment.

Increase of Commitments; Additional Lenders. (a) So long as no Event of Default has occurred and is continuing, from time to time after the Closing Date and provided that (a) at the time of and immediately after giving effect to any such proposed increase, no Default or Event of Default shall exist, all representations and warranties of each Borrower set forth in the Credit Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), and, since September 30, 2020, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect and (b) Borrower may, upon at least 30 days’ written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate Commitments up to an aggregate amount not to exceed $100,000,000 (the amount of any such increase, the “Additional Commitment Amount”). All Additional Commitments shall have the same terms and conditions applicable to the Commitments established on the Closing Date including without limitation, as to yield, maturity and amortization. The Borrower Lenders shall have the right, upon at least five (5) Business Days’ for a period of 20 days following receipt of such notice, to elect by written notice to the Administrative Agent, to add one or more Eligible Banks as new Lenders hereunder, or to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase in the Commitment of an existing Lender upon the request of the Borrower pursuant to this Section 2.03(d) being referred to as a “Lender Addition”); provided that (i) each such proposed Lender, in the case of an Eligible Bank not already a Lender hereunder, is acceptable to and the Administrative Agent (the consent of the Administrative Agent not to be unreasonably withheld); (ii) the increase their Commitments by a principal amount of all increases equal to the Commitments made pursuant Additional Commitment Amount, subject to this Section 2.03(d) on any Business Day shall be equal to or greater than $25,000,000 in the aggregate; and (iii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”) shall be allocations agreed by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address of the proposed Added Lender, (ii) the date on which the Borrower wishes such Lender Addition to become effective, and (iii) the amount of the Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If the conditions set forth in the proviso contained in the first sentence of this Section 2.03(d) have been satisfied, the Administrative Agent shall forward to such Added Lender and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added No Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any successor thereto) shall have any obligation to increase its Commitment or its other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or and the other Credit Documents, and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other instrument or document furnished pursuant hereto. Upon its receipt of an Assumption and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptance.

Increase of Commitments; Additional Lenders. (a) The Borrower shall have the rightmay, upon at least five 10 days’ written notice (5) Business Days’ notice to or such shorter period as may be permitted by the Administrative Agent, to add one or more Eligible Banks as new Lenders hereunder, or to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase Agent in the Commitment of an existing Lender upon the request of the Borrower pursuant to this Section 2.03(dits sole discretion) being referred to as a “Lender Addition”); provided that (i) each such proposed Lender, in the case of an Eligible Bank not already a Lender hereunder, is acceptable to the Administrative Agent (who shall promptly provide a copy of such notice to each Revolving Loan Lender), propose to (i) increase either the consent of the Administrative Agent not to be unreasonably withheld); Aggregate Revolving Commitments or (ii) establish one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to make an incremental term loan (any such incremental term loan, an “Incremental Term Loan”), by an aggregate amount not to exceed the amount sum of all increases (x) the greater of (1) $300,000,000 and (2) 100% of LTM Consolidated EBITDA (as of the date incurred) and (y) if either of such increase to the Aggregate Revolving Commitments made pursuant to or such Incremental Term Loan is incurred in connection with a Permitted Acquisition or other Investments permitted by this Section 2.03(dAgreement, any amounts (which for purposes of clarity, do not include any amounts incurred in reliance upon clause (x) on any Business Day and shall not be equal to or greater than $25,000,000 included in Indebtedness for purposes of calculating the aggregate; and (iii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) during the term Leverage Ratio for purpose of this Agreement shall not exceed $250,000,000 in clause (y)) so long as the aggregate. Each notice of a proposed Lender Addition pro forma Leverage Ratio (a “Notice of Lender Addition”determined (1) shall be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address of the proposed Added Lender, (ii) the date on which the Borrower wishes such Lender Addition to become effective, and (iii) the amount of the Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If the conditions set forth in the proviso contained in acquisition and assuming that such acquisition was consummated on the first sentence day of this Section 2.03(dthe most recently ended period of four consecutive Fiscal Quarters and (2) have been satisfied, the Administrative Agent shall forward to such Added Lender and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the executionany Limited Condition Acquisition, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto. Upon its receipt of an Assumption and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c1.7(a). Such new Promissory Note ) shall not be greater than 1.75 to 1 (it being understood that the increase of Aggregate Revolving Commitments and Incremental Term Loan Commitments may, at the election of the Borrower, be incurred under clause (y) of this Section 2.24(a) prior to any use of clause (x) and regardless of whether there is capacity under clause (x) hereof and if both clauses (x) and (y) are available and the Borrower does not make an election, the Borrower will be deemed to have elected clause (y)) (the amount of any such increase or Promissory Notes incremental term loan commitment (which shall be dated in minimum increments of $10,000,000), the effective date of such Assumption and Acceptance“Additional Commitment Amount”).

Increase of Commitments; Additional Lenders. The (a) From time to time after the First Amendment Effective Date, the Borrower shall have the rightmay, upon at least five thirty (530) Business Daysdays’ written notice to the Administrative Agent, to add one or more Eligible Banks as new Lenders hereunder, or to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase in the Commitment of an existing Lender upon the request of the Borrower pursuant to this Section 2.03(d) being referred to as a “Lender Addition”); provided that (i) each such proposed Lender, in the case of an Eligible Bank not already a Lender hereunder, is acceptable to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the consent of Term Loan, increase the Administrative Agent Multicurrency Commitments, or establish one or more additional term loans (each, an “Incremental Loan”) in an aggregate amount not to be unreasonably withheldexceed $50,000,000 (the aggregate principal amount of such Incremental Loans, the “Additional Commitment Amount”); (ii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) on any Business Day shall be equal to or greater than $25,000,000 in the aggregate; and (iii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”) shall be by telecopyprovided, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein that (i) the name no Default or Event of Default has occurred and address of the proposed Added Lenderis continuing or would result therefrom, (ii) the date on which the Borrower wishes such Lender Addition to become effective, and (iii) the amount of the Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If increase, the conditions set forth Borrower shall be in compliance with the proviso contained financial covenants in Article VI on a Pro Forma Basis and assuming actual average utilization of the first sentence Revolving Commitments over the immediately preceding fiscal quarter period, (iii) the aggregate principal amount of this Section 2.03(dsuch Additional Commitment Amount shall be not less than $10,000,000 or a larger multiple of $5,000,000, (iv) have been satisfiedwith respect to any Incremental Loan, (x) the final maturity date shall be no earlier than the latest Maturity Date for any then existing Loan, (y) the weighted average life to maturity of such Incremental Loan shall not be shorter than the weighted average life to maturity of any then existing Loan and (z) the interest rate may not exceed the interest rate applicable to any then existing Loan by more than 0.50% per annum (after taking into account any interest rate floors, original issue discount and upfront fees, as applicable, equated to per annum interest in a manner determined by the Administrative Agent shall forward and consistent with generally accepted financial practice based on an assumed four-year average life to such Added Lender and maturity (e.g., 25 basis points equals 100 basis points in original issue discount or upfront fees payable on the Borrower for execution by such Added Lender and principal amount of debt)), it being understood that the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance interest rate applicable to any existing Loan may be increased to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon extent necessary to satisfy such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto. Upon its receipt of an Assumption and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptancerequirement, and (iiv) give prompt notice thereof no Lender shall have any obligation to the Borrower. If requested provide any Incremental Loan Commitment, and any decision by an Added Lender, the Borrower, at its own expense, shall execute and deliver a Lender to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes provide any Incremental Loan Commitment shall be dated the effective date of such Assumption and Acceptancemade in its sole discretion independently from any other Lender.

Increase of Commitments; Additional Lenders. The (a) From time to time after the Closing Date, Borrower shall have the rightmay, upon at least five ten (510) Business Days’ written notice to the Administrative Agent, to add one or more Eligible Banks as new Lenders hereunder, or to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase in the Commitment of an existing Lender upon the request of the Borrower pursuant to this Section 2.03(d) being referred to as a “Lender Addition”); provided that (i) each such proposed Lender, in the case of an Eligible Bank not already a Lender hereunder, is acceptable to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the consent of Aggregate Revolving Commitments and/or the Administrative Agent aggregate Term Loan Commitments by an amount not to be unreasonably withheldexceed, in the aggregate, $20,000,000 (the amount of any such increase, the “Additional Commitment Amount”); , so long as (i) neither the Maturity Date nor the Revolving Commitment Termination Date, as applicable, has occurred, (ii) no Default or Event of Default has occurred and is continuing or would result therefrom (or from the amount making any new Loans thereunder), (iv) all conditions precedent set forth in Article III of all increases this Agreement are satisfied in connection therewith (including, without limitation, the delivery by Borrower of any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements, joinders or amendments to the Commitments Collateral Documents providing for such Additional Commitment Amounts to be secured thereby), (v) Borrower delivers to Administrative Agent a Compliance Certificate executed by a Responsible Officer of Borrower reflecting Pro Forma compliance with the financial covenants set forth in Article VI after giving effect to the Additional Commitment Amount, including the new Loans to be made pursuant thereunder, (vi) all new Loans made with respect to this Section 2.03(dany Additional Commitment Amounts shall share pari passu in the collateral securing the Obligations, (vii) on all new Loans made with respect to any Business Day Additional Commitment Amounts shall share ratably in any mandatory prepayments of existing Loans based upon their respective Class, (viii) with respect to Additional Commitment Amounts comprised of new Term Loan Commitments, the maturity date of new Term Loans shall not be earlier than the Maturity Date and the weighted average life to maturity of any such new Term Loans shall be equal to or greater than $25,000,000 in the aggregate; weighted average life to maturity of the Terms Loans existing prior to any Additional Commitment Amounts, (ix) with respect to Additional Commitment Amounts comprised of new Aggregate Revolving Commitments, the revolving commitment termination date of any such new Additional Commitment Amounts shall not be earlier than the Revolving Commitment Termination Date, and (iiix) the amount all-in yield (including interest rate margins and upfront fees (based upon the lesser of all increases a four-year average life to maturity or the remaining life to maturity) applicable to any new Loans issued in connection with any Additional Commitment Amount (regardless of Class), shall not be more than 50 basis points higher than the corresponding all-in yield (determined on the same basis) applicable to the Commitments made pursuant Revolving Loans or Terms Loans existing prior to this Section 2.03(d) during the term existence of this Agreement shall not exceed $250,000,000 any Additional Commitment Amount, unless the interest rate margin with respect to Revolving Loans and Term Loans existing prior to any such Additional Commitment Amount, as the case may be, are increased by an amount equal to the difference between the all-in the aggregateyield with respect to such new Revolving Loan or new Term Loans (as applicable). Each Lender shall have the right for a period of ten (10) days following receipt of such notice, to elect by written notice of to the Borrower and the Administrative Agent to increase its Revolving Commitment and/or Term Loan Commitment (as applicable) by a proposed Lender Addition (a “Notice of Lender Addition”) shall be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address principal amount equal to its Pro Rata Share of the proposed Added Lender, Additional Commitment Amount. No Lender (ii) the date on which the Borrower wishes such Lender Addition to become effective, and (iii) the amount of the Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If the conditions set forth in the proviso contained in the first sentence of this Section 2.03(d) have been satisfied, the Administrative Agent shall forward to such Added Lender and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any successor thereto) shall have any obligation to increase its Revolving Commitment, its Term Loan Commitment or its other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement and the other Loan Documents, and any decision by a Lender to increase its Revolving Commitment or Term Loan Commitment shall be made in its sole discretion independently from any other instrument or document furnished pursuant heretoLender. Upon its receipt of an Assumption If any Lender shall fail to notify the Borrower and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, writing about whether it will increase its Revolving Commitment or Term Loan Commitment (ias applicable) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order within 15 days after receipt of such Added notice, such Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptancedeemed to have declined to increase its Revolving Commitment or Term Loan Commitment (as applicable).

Increase of Commitments; Additional Lenders. The At any time before the Revolving Commitment Termination Date, subject to the terms and conditions set forth herein, the Borrower shall have the rightmay at any time and from time to time, upon at least five (5) Business Days’ by notice to the Administrative AgentAgent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add additional term loans or additional Revolving Commitments (together, the “Incremental Extensions of Credit”) in minimum principal amounts of $10,000,000 (or $25,000,000 if a new Class of Term Loans is being created); provided that such amount may be less than $10,000,000 (or $25,000,000, as applicable) if such amount represents all the remaining available principal amount set forth below; provided, further, that (i) immediately prior to and after giving effect to any Incremental Facility Amendment (as defined below), no Default or 43 Event of Default has occurred or is continuing or shall result therefrom, and (ii) the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available. The Incremental Extensions of Credit: (a) shall be in an aggregate principal amount (for this purpose, treating the full amount of all Revolving Commitments as principal) not exceeding $200,000,000; (b) shall rank pari passu in right of payment and right of security in respect of the Collateral with the Revolving Loans and Term Loans; (c) in the case of additional Revolving Commitments, shall, on the date of the effectiveness of the applicable Incremental Facility Amendment, be added to the then existing Revolving Commitments, and all extensions of credit pursuant thereto shall have the same terms as those that apply to the extensions of credit pursuant to the existing Revolving Commitments; and (d) in the case of additional term loans shall either (x) be added to, and form part of the same Class as, one or more Eligible Banks Classes (as new Lenders hereunder, specified in the respective Incremental Facility Amendment) of theretofore outstanding Term Loans (in which case the same shall have the same terms as the respective Class or Classes to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof which it is added) or (any such addition of y) shall represent a new Lender or increase Class of term loans, in which case such new Class of term loans shall have the Commitment of an existing Lender upon the request same terms and be entitled to all of the Borrower pursuant same rights and privileges (other than amortization and maturity date, which shall be required to this Section 2.03(d) being referred to be in compliance with the following proviso, and other than pricing), as a “Lender Addition”)the Term Loans; provided that (i) each such proposed Lenderthe Incremental Extensions of Credit in the form of term loans shall not have a final maturity date earlier than the Maturity Date or the Revolving Commitment Termination Date then applicable to the latest-maturing Loans, and (ii) Incremental Extensions of Credit in the form of a new Class of term loans shall not have a weighted average life to maturity that is shorter than that of the then remaining weighted average life to maturity of the Class of Term Loans with the then longest remaining weighted average life to maturity. The Borrower shall, in consultation with the case Administrative Agent, determine whether to offer the opportunity to provide all or portions of the requested Incremental Extensions of Credit to one or more Lenders (the “Existing Lenders”) that have provided the then existing Revolving Commitments (and extensions of credit pursuant thereto) and/or then outstanding Term Loans (collectively, the “Existing Extensions of Credit”), provided that no Existing Lender shall be obligated to provide any Incremental Extension of Credit unless it so agrees, and/or one or more additional banks, financial institutions or other Persons, it being understood that each bank, financial institution or other Person that elects to extend Incremental Extensions of Credit (each, an Eligible Bank not already a Lender hereunder, is acceptable “Additional Lender”) shall be required to be reasonably satisfactory to the Borrower and the Administrative Agent (unless the consent of the Administrative Agent not to be unreasonably withheld); (iiAdditional Lender is an Existing Lender) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) on any Business Day shall be equal to or greater than $25,000,000 in the aggregate; and (iii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”) shall be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address of the proposed Added Lender, (ii) the date on which the Borrower wishes such Lender Addition to become effective, and (iii) the amount of the Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If the conditions set forth in the proviso contained in the first sentence of this Section 2.03(d) have been satisfied, the Administrative Agent shall forward to such Added Lender and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunderIncremental Extensions of Credit in the form of Revolving Loans, the Issuing Bank, and shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement (or any other instrument or document furnished pursuant hereto. Upon its receipt in the case of an Assumption Existing Lender, shall become an Additional Lender with respect to its Incremental Extensions of Credit) pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement giving effect to the modifications permitted by this Section and, as appropriate, the other Loan Documents and Acceptance executed only by an Added each Loan Party, each Additional Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the BorrowerAgent. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptance.44

Increase of Commitments; Additional Lenders. The (a) So long as no Default or Event of Default has occurred and is continuing and the Borrower shall have would be in pro forma compliance with the rightfinancial covenants set forth in Article VI after giving effect thereto, from time to time after the earlier of the Delayed Draw Term Loan Funding Date or the expiration date of the Delayed Draw Term Loan Availability Period, Borrower may, upon at least five (5) Business Days30 days’ written notice to the Administrative Agent, to add one or more Eligible Banks as new Lenders hereunder, or to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase in the Commitment of an existing Lender upon the request of the Borrower pursuant to this Section 2.03(d) being referred to as a “Lender Addition”); provided that (i) each such proposed Lender, in the case of an Eligible Bank not already a Lender hereunder, is acceptable to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the consent Aggregate Revolving Commitments or to establish one or more new additional term loans (each, an “Incremental Term Loan”) by an amount not to exceed $50,000,000 (the amount of any such increase or the principal amount of any such Incremental Term Loan, the “Additional Commitment Amount”) and in a minimum amount of at least $3,000,000 or a larger multiple of $1,000,000. With respect to any increase in the Aggregate Revolving Commitments or any Incremental Term Loans, each Lender shall have the right for a period of 15 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent not to be unreasonably withheld); increase its Revolving Commitment or provide Incremental Term Loans by a principal amount equal to its Pro Rata Share of the Additional Commitment Amount. With respect to any Incremental Term Loan, (iix) the amount final maturity date shall be no earlier than the latest Maturity Date for any then existing Term Loan, (y) the weighted 57 average life to maturity of all increases such Incremental Term Loan shall not be shorter than the weighted average life to maturity of any then existing Term Loan and (z) the Applicable Margin for the Incremental Term Loan shall not be more than 75 basis points (0.75%) more than the Applicable Margin with respect to any then existing Term Loan, unless the Applicable Margin for any then existing Term Loan is increased to the Commitments made pursuant to this Section 2.03(d) on Applicable Margin for the Incremental Term Loan minus 75 basis points (0.75%). No Lender (or any Business Day shall be equal to or greater than $25,000,000 in the aggregate; and (iii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”successor thereto) shall be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address of the proposed Added Lender, (ii) the date on which the Borrower wishes such Lender Addition have any obligation to become effective, and (iii) the amount of the increase its Revolving Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If the conditions set forth in the proviso contained in the first sentence of this Section 2.03(d) have been satisfied, the Administrative Agent shall forward to such Added Lender and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any its other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement and the other Loan Documents or provide any Incremental Term Loan Commitment, and any decision by a Lender to increase its Revolving Commitment or provide any Incremental Term Loan Commitment shall be made in its sole discretion independently from any other instrument or document furnished pursuant heretoLender. Upon its receipt of an Assumption If any Lender shall fail to notify the Borrower and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, writing about whether it will increase its Revolving Commitment or provide any Incremental Term Loan Commitment within fifteen (i15) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order days after receipt of such Added notice, such Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptancedeemed to have declined to increase its Revolving Commitment or provide any Incremental Term Loan Commitment.

Increase of Commitments; Additional Lenders. (a) So long as no Event of Default has occurred and is continuing, from time to time after the Closing Date and provided that (a) at the time of and immediately after giving effect to any such proposed increase, no Default or Event of Default shall exist, all representations and warranties of each Borrower set forth in the Credit Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), and, since September 30, 2020, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect and (b) Borrower may, upon at least 30 days’ written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate Commitments up to an aggregate amount not to exceed $250,000,000 (the amount of any such increase, the “Additional Commitment Amount”). All Additional Commitments shall have the same terms and conditions applicable to the Commitments established on the Closing Date including without limitation, as to yield, maturity and amortization. The Borrower Lenders shall have the right, upon at least five (5) Business Days’ for a period of 20 days following receipt of such notice, to elect by written notice to the Administrative Agent, to add one or more Eligible Banks as new Lenders hereunder, or to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase in the Commitment of an existing Lender upon the request of the Borrower pursuant to this Section 2.03(d) being referred to as a “Lender Addition”); provided that (i) each such proposed Lender, in the case of an Eligible Bank not already a Lender hereunder, is acceptable to and the Administrative Agent (the consent of the Administrative Agent not to be unreasonably withheld); (ii) the increase their Commitments by a principal amount of all increases equal to the Commitments made pursuant Additional Commitment Amount, subject to this Section 2.03(d) on any Business Day shall be equal to or greater than $25,000,000 in the aggregate; and (iii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”) shall be allocations agreed by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address of the proposed Added Lender, (ii) the date on which the Borrower wishes such Lender Addition to become effective, and (iii) the amount of the Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If the conditions set forth in the proviso contained in the first sentence of this Section 2.03(d) have been satisfied, the Administrative Agent shall forward to such Added Lender and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added No Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any successor thereto) shall have any obligation to increase its Commitment or its other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or and the other Credit Documents, and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other instrument or document furnished pursuant hereto. Upon its receipt of an Assumption and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptance.

Increase of Commitments; Additional Lenders. The (a) So long as no Event of Default has occurred and is continuing, from time to time after the Closing Date and provided that (a) at the time of and immediately after giving effect to any such proposed increase, no Default or Event of Default shall exist, all representations and warranties of each Borrower set forth in the Credit Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), and, since September 30, 2014, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect, (b) the Borrower shall be in pro forma compliance with Section 5.2 as of the most recently ended fiscal quarter for which financial statements have been delivered, calculated as if all such Additional Revolving Commitments had been established as of the first day of the relevant period for testing compliance and (c) the Borrower shall have received all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of Borrower, Borrower may, upon at least 30 days’ written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate Commitments up to an aggregate amount not to exceed $250,000,000 (the amount of any such increase, the “Additional Commitment Amount”). All Additional Commitments shall have the same terms and conditions applicable to the Commitments established on the Closing Date, including without limitation, as to yield, maturity and amortization. Each Lender shall have the right, upon at least five (5) Business Days’ for a period of 20 days following receipt of such notice, to elect by written notice to the Administrative Agent, to add one or more Eligible Banks as new Lenders hereunder, or to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase in the Commitment of an existing Lender upon the request of the Borrower pursuant to this Section 2.03(d) being referred to as a “Lender Addition”); provided that (i) each such proposed Lender, in the case of an Eligible Bank not already a Lender hereunder, is acceptable to and the Administrative Agent (the consent to increase its Commitment by a principal amount equal to its Pro Rata Share of the Administrative Agent not to be unreasonably withheld); Additional Commitment Amount. No Lender (ii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) on or any Business Day shall be equal to or greater than $25,000,000 in the aggregate; and (iii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”successor thereto) shall be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address of the proposed Added Lender, (ii) the date on which the Borrower wishes such Lender Addition have any obligation to become effective, and (iii) the amount of the increase its Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If the conditions set forth in the proviso contained in the first sentence of this Section 2.03(d) have been satisfied, the Administrative Agent shall forward to such Added Lender and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any its other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or and the other Credit Documents, and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other instrument or document furnished pursuant hereto. Upon its receipt of an Assumption and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptance.

Increase of Commitments; Additional Lenders. The Borrower shall have (a) After the right, upon at least five (5) Business Days’ notice to the Administrative Agent, to add one or more Eligible Banks as new Lenders hereunder, or to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase in the Commitment of an existing Lender upon the request first anniversary of the Borrower pursuant to this Section 2.03(d) being referred to as a “Lender Addition”)Closing Date, the Parent may request that the then effective aggregate principal amount of the Term Loan Commitments be increased; provided that (i) each such proposed Lender, the aggregate principal amount of the increases in the case of an Eligible Bank Term Loan Commitments pursuant to this Section 2.14 shall not already a Lender hereunder, is acceptable to the Administrative Agent (the consent of the Administrative Agent not to be unreasonably withheld)exceed $20,000,000; (ii) the amount Borrowers shall execute and deliver such documents and instruments and take such other actions as may be reasonably required by Administrative Agent in connection with such increases and at the time of all increases to the Commitments made pursuant to this Section 2.03(d) on any Business Day shall be equal to or greater than $25,000,000 in the aggregatesuch proposed increase; and (iii) the amount no Default or Event of all increases to the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement Default shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”) shall have occurred and be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address of the proposed Added Lender, (ii) the date on which the Borrower wishes such Lender Addition to become effective, and (iii) the amount of the Commitment such Added Lender continuing or would have hereunder occur after giving effect to such Lender Addition. If the conditions increase, all representations and warranties of each Loan Party set forth in the proviso contained Loan Documents shall be true and correct in the first sentence all material respects (without duplication of this Section 2.03(d) have been satisfied, the Administrative Agent shall forward to such Added Lender and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, materiality qualifiers in the case of an Eligible Bank not previously those representations and warranties that are expressly qualified by a Lender hereunder, shall become a Lender hereunder. By executing Material Adverse Effect or other materiality) on and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto. Upon its receipt of an Assumption and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption increase or, to the extent such representations and Acceptancewarranties expressly relate to an earlier date, on and as of such earlier date; (iv) the incremental Term Loans made under this Section 2.14 (“Incremental Term Loans”) shall have a maturity date no earlier than the Maturity Date for the Term Facility, and shall have a Weighted Average Life to Maturity no shorter than the Term Loans made under Section 2.01(a); (v) after giving effect to any Incremental Term Loans, the Borrowers shall be in compliance on a Pro Forma Basis with each of the financial covenants specified in Section 7.14, and the Total Leverage Ratio shall be lower than the lesser of (A) 2.95:1.00 and (B) the maximum ratio permitted under Section 7.14, adjusted by reducing the numerator of such ratio by 0.25, in each case as of the most recently ended fiscal quarter for which financial statements have been delivered, calculated as if such Incremental Term Loans had been made as of the first day of the relevant period for testing compliance after giving effect to the borrowing of such Incremental Term Loans; (vi) the terms (other than maturity, amortization and pricing) of any Incremental Term Loans shall be identical to those of the Term Loans made under Section 2.01(a), and if the All-In Yield applicable to any Incremental Term Loans exceeds the All-In Yield of the Term Loans existing at such time by more than 50 basis points, then the interest rate margins for the Term Loans existing at such time shall be increased to the extent necessary so that the All-In Yield of such Term Loans is equal to the All-In Yield of such Incremental Loans minus 50 xxxxx xxxxxx, (xxx) the proceeds of any Incremental Term Loans may be used only to fund Permitted Acquisitions, other Investments permitted hereunder, and Capital Expenditures permitted hereunder and (viii) all other terms and conditions with respect to the Incremental Term Loans shall be reasonably satisfactory to Administrative Agent. The Parent may also, but is not required to (except that the Parent shall so notify the Administrative Agent), specify any fees offered to those Lenders (the “Increasing Lenders”) which agree to increase the principal amount of their Term Loan Commitments, which fees may be variable based upon the amount by which any such Lender increases the principal amount of its Term Loan Commitment. No Lender shall have any obligation, express or implied, to offer to increase the aggregate principal amount of its Term Loan Commitment.

Increase of Commitments; Additional Lenders. The (a) So long as no Event of Default has occurred and is continuing, from time to time after May 19, 2010, Borrower shall have the rightmay, upon at least five (5) Business Days30 days’ written notice to the Administrative Agent, to add one or more Eligible Banks as new Lenders hereunder, or to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase in the Commitment of an existing Lender upon the request of the Borrower pursuant to this Section 2.03(d) being referred to as a “Lender Addition”); provided that (i) each such proposed Lender, in the case of an Eligible Bank not already a Lender hereunder, is acceptable to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the consent of Aggregate Revolving Commitments and/or the Administrative Agent Aggregate Term Loan Commitments by an amount not to be unreasonably withheld); (ii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) on any Business Day shall be equal to or greater than exceed $25,000,000 10,000,000 in the aggregate; and (iii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) aggregate during the term of this Agreement shall not exceed $250,000,000 in (the aggregate. Each notice amount of a proposed Lender Addition (a any such increase, the “Notice of Lender AdditionAdditional Commitment Amount”) shall be by telecopy), confirmed immediately in writingprovided, in substantially the form of Exhibit K heretohowever, specifying therein that (i) the name and address sum of the proposed Added LenderRevolving Commitment, plus the outstanding principal balance of the Term Loans, plus all Additional Commitment Amounts shall never exceed $32,000,000, (ii) the date on which the Borrower wishes such Lender Addition to become effective, each Additional Commitment Amount shall be in a principal amount of not less than $2,500,000 and (iii) each Additional Commitment Amount shall be subject to the amount of the Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If the conditions specific use restrictions with respect thereto that are set forth in the proviso contained in the first sentence Section 5.9 of this Section 2.03(d) Agreement. Each Lender shall have been satisfiedthe right for a period of 15 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent shall forward to such Added Lender and increase its Revolving Commitment and/or its Term Loan Commitment (as the Borrower for execution case may be) by such Added Lender and a principal amount equal to its Pro Rata Share of the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, Additional Commitment Amount allocated in the case of Borrower’s request to an Eligible Bank not previously a increase in the Aggregate Revolving Commitments and/or Aggregate Term Loan Commitments, as applicable. No Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any successor thereto) shall have any obligation to increase its Revolving Commitment, its Term Loan Commitment or its other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement and the other Loan Documents, and any decision by a Lender to increase its Revolving Commitment or its Term Loan Commitment (as the case may be) shall be made in its sole discretion independently from any other instrument or document furnished pursuant heretoLender. Upon its receipt of an Assumption If any Lender shall fail to notify the Borrower and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially writing about whether it will increase its Revolving Commitment or its Term Loan Commitment (as the form of Exhibit L hereto, (icase may be) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order within 15 days after receipt of such Added notice, such Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated deemed to have declined to increase its Revolving Commitment or its Term Loan Commitment (as the effective date of such Assumption and Acceptancecase may be).

Increase of Commitments; Additional Lenders. The (a) From time to time after the Banamex Acquisition Effective Date, the Borrower shall have the rightmay, upon at least five thirty (530) Business Daysdays’ written notice to the Administrative Agent, to add one or more Eligible Banks as new Lenders hereunder, or to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase in the Commitment of an existing Lender upon the request of the Borrower pursuant to this Section 2.03(d) being referred to as a “Lender Addition”); provided that (i) each such proposed Lender, in the case of an Eligible Bank not already a Lender hereunder, is acceptable to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the consent of Term Loan, increase the Administrative Agent Multicurrency Commitments, or establish one or more additional term loans (each, an “Incremental Loan”) in an aggregate amount not to be unreasonably withheldexceed $100,000,000 (the aggregate principal amount of such Incremental Loans, the “Additional Commitment Amount”); (ii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) on any Business Day shall be equal to or greater than $25,000,000 in the aggregate; and (iii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”) shall be by telecopyprovided, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein that (i) the name no Default or Event of Default has occurred and address of the proposed Added Lenderis continuing or would result therefrom, (ii) the date on which the Borrower wishes such Lender Addition to become effective, and (iii) the amount of the Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If increase, the conditions set forth Borrower shall be in compliance with the proviso contained financial covenants in Article VI on a Pro Forma Basis and assuming actual average utilization of the first sentence Revolving Commitments over the immediately preceding fiscal quarter period, (iii) the aggregate principal amount of this Section 2.03(dsuch Additional Commitment Amount shall be not less than $10,000,000 or a larger multiple of $5,000,000, (iv) have been satisfiedwith respect to any Incremental Loan, (x) the final maturity date shall be no earlier than the latest Maturity Date for any then existing Loan, (y) the weighted average life to maturity of such Incremental Loan shall not be shorter than the weighted average life to maturity of any then existing Loan and (z) the interest rate may not exceed the interest rate applicable to any then existing Loan by more than 0.50% per annum (after taking into account any interest rate floors, original issue discount and upfront fees, as applicable, equated to per annum interest in a manner determined by the Administrative Agent shall forward and consistent with generally accepted financial practice based on an assumed four-year average life to such Added Lender and maturity (e.g., 25 basis points equals 100 basis points in original issue discount or upfront fees payable on the Borrower for execution by such Added Lender and principal amount of debt)), it being understood that the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance interest rate applicable to any existing Loan may be increased to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon extent necessary to satisfy such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto. Upon its receipt of an Assumption and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptancerequirement, and (iiv) give prompt notice thereof no Lender shall have any obligation to the Borrower. If requested provide any Incremental Loan Commitment, and any decision by an Added Lender, the Borrower, at its own expense, shall execute and deliver a Lender to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes provide any Incremental Loan Commitment shall be dated the effective date of such Assumption and Acceptancemade in its sole discretion independently from any other Lender.

Increase of Commitments; Additional Lenders. The (a) So long as no Default or Event of Default has occurred and is continuing and the Borrower shall have would be in pro forma compliance with the rightfinancial covenants set forth in Article VI after giving effect thereto, from time to time after the Second Amendment Effective Date, Borrower may, upon at least five 15 days’ (5or such shorter period of time as the Administrative Agent may agree in its sole discretion) Business Days’ written notice to the Administrative Agent, propose to add increase the Aggregate Revolving Commitments or to establish one or more Eligible Banks as new Lenders hereunderadditional term loans (each, or to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase in the Commitment of an existing Lender upon the request of the Borrower pursuant to this Section 2.03(d“Incremental Term Loan”) being referred to as a “Lender Addition”); provided that (i) each such proposed Lender, in the case of by an Eligible Bank not already a Lender hereunder, is acceptable to the Administrative Agent (the consent of the Administrative Agent amount not to be unreasonably withheld); exceed the Incremental Amount (ii) the amount of all increases any such increase or the principal amount of any such Incremental Term Loan, the “Additional Commitment Amount”) and in a minimum amount of at least $3,000,000 or a larger multiple of $1,000,000. With respect to any Incremental Term Loan, (x) the final maturity date shall be no earlier than the latest Maturity Date for any then existing Term Loan, (y) the weighted average life to maturity of such Incremental Term Loan shall not be shorter than the weighted average life to maturity of any then existing Term Loan and (z) the Applicable Margin for the Incremental Term Loan shall not be more than 75 basis points (0.75%) more than the Applicable Margin with respect to any then existing Term Loan, unless the Applicable Margin for any then existing Term Loan is increased to the Commitments made pursuant to this Section 2.03(d) on Applicable Margin for the Incremental Term Loan minus 75 basis points (0.75%). For the avoidance of doubt, no Lender (or any Business Day shall be equal to or greater than $25,000,000 in the aggregate; and (iii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”successor thereto) shall be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address of the proposed Added Lender, (ii) the date on which the Borrower wishes such Lender Addition have any obligation to become effective, and (iii) the amount of the increase its Revolving Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If the conditions set forth in the proviso contained in the first sentence of this Section 2.03(d) have been satisfied, the Administrative Agent shall forward to such Added Lender and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any its other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement and the other Loan Documents or provide any Incremental Term Loan Commitment, and any decision by a Lender to increase its Revolving Commitment or provide any Incremental Term Loan Commitment shall be made in its sole discretion independently from any other instrument or document furnished pursuant hereto. Upon its receipt of an Assumption and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptance.

Increase of Commitments; Additional Lenders. The (a) So long as no Event of Default has occurred and is continuing, from time to time after the Closing Date, Borrower shall have the rightmay, upon at least five (5) Business Days’ 30 days' written notice to the Administrative Agent, to add one or more Eligible Banks as new Lenders hereunderwho shall promptly notify the Lenders, or propose to increase the Aggregate Revolving Commitment Amount up to an amount not to exceed $300,000,000 (the amount of any existing such increase, the "Additional Commitment Amount"). Each Lender with shall have the right for a period of 15 days following receipt of such existing Lender’s consentnotice, pursuant to elect by written notice to the terms hereof (any such addition of Borrower and the Administrative Agent to increase its Revolving Commitment by a new Lender or increase in the Commitment of an existing Lender upon the request principal amount equal to its Pro Rata Share of the Borrower pursuant Additional Commitment Amount. In the event that the aggregate amount to this Section 2.03(d) being referred which the Lenders are willing to as a “Lender Addition”); provided that (i) each such proposed Lender, in increase the case of an Eligible Bank not already a Lender hereunder, Revolving Commitments is acceptable less than the Additional Commitment Amount based on the written notices delivered by the Lenders to the Administrative Agent (the consent of the Administrative Agent not to be unreasonably withheld); (ii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) on any Business Day shall be equal to or greater than $25,000,000 in the aggregate; and (iii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”) shall be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address of the proposed Added Lender, (ii) the date on which the Borrower wishes such Lender Addition to become effective, and (iii) the amount of the Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If the conditions set forth in the proviso contained in the first sentence of this Section 2.03(d) have been satisfiedAgent, the Administrative Agent shall forward offer to the Lenders who have agreed to increase their Revolving Commitments the opportunity to further increase their Revolving Commitments up to an amount equal to the Additional Commitment Amount. Each such Added Lender and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance shall promptly respond in writing to the Administrative AgentAgent of whether it will agree to further increase its Revolving Commitment and by what amount it will agree to further increase its Revolving Commitment. Within five (5) Business Days after receipt of all responses from such Lenders, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any shall inform the Borrower and all Lenders in writing of the amount by which each Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement will increase its Revolving Commitment. No Lender (or any successor thereto) shall have any obligation to increase its Revolving Commitment or its other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or and the other Loan Documents, and any decision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other instrument or document furnished pursuant heretoLender. Upon its receipt of an Assumption Decisions to increase a Revolving Loan Commitment must be affirmatively communicated in writing and Acceptance executed by an Added Lender and the shall not be presumed based upon a failure to respond to Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptance's request.

Increase of Commitments; Additional Lenders. The (a) From time to time after the Closing Date and in accordance with this Section, the Borrower shall have the right, upon at least five (5) Business Days’ notice to the Administrative Agent, to add and one or more Eligible Banks Increasing Lenders or Additional Lenders (each as new Lenders hereunder, or defined below) may enter into an agreement to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase in the Commitment of an existing Lender upon the request of the Borrower pursuant to this Section 2.03(d) being referred to as a “Lender Addition”); provided that (i) increase the aggregate principal amount of the Revolving Commitments and/or (ii) establish one or more tranches of Incremental Term Loan Commitments hereunder (each such proposed Lenderincrease or additional tranche, an “Incremental Commitment” and the principal amount thereof, the “Incremental Commitment Amount”) so long as the following conditions are satisfied: (i) subject, in the case of an Eligible Bank not already Incremental Term Loan (and related Incremental Term Loan Commitments) used to finance a Lender hereunderLimited Condition Acquisition, is acceptable to Section 1.5, the Administrative Agent (the consent of the Administrative Agent not to be unreasonably withheld); (ii) the aggregate principal amount of all increases to the such Incremental Commitments made pursuant to this Section 2.03(d) on any Business Day shall be equal to or greater than $25,000,000 in the aggregate; and (iii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement shall not exceed the sum of (A) $250,000,000 175,000,000400,000,000 plus (B) additional amounts so long as the Secured Leverage Ratio, calculated on a pro forma basis (giving pro forma effect to the incurrence of such Incremental Commitments (and treating any unfunded Incremental Commitments as fully drawn) and any transactions entered into in connection therewith, including the aggregate. Each notice incurrence or repayment of any Indebtedness and any Acquisitions (on a proposed Lender Addition (a “Notice of Lender Addition”Pro Forma Basis)) shall be by telecopy, confirmed immediately in writing, in substantially without netting the form of Exhibit K hereto, specifying therein (i) the name and address cash proceeds of the proposed Added Lender, (ii) the date on which the Borrower wishes Incremental Term Loans or Revolving Loans made under such Lender Addition to become effective, and (iii) the amount of the Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If the conditions set forth in the proviso contained in the first sentence of this Section 2.03(d) have been satisfied, the Administrative Agent shall forward to such Added Lender and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement Incremental Commitments or the execution, legality, validity, enforceability, genuineness, sufficiency or value proceeds of this Agreement or any other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warrantyIndebtedness incurred substantially concurrently therewith, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto. Upon its receipt of an Assumption and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptance.does not exceed 1.753.00:1.00;

Increase of Commitments; Additional Lenders. The (a) So long as no Event of Default has occurred and is continuing, from time to time after the Closing Date, Borrower shall have the rightmay, upon at least five (5) Business Days30 days’ written notice to the Administrative Agent, to add one or more Eligible Banks as new Lenders hereunderwho shall promptly notify the Lenders, or propose to increase the Aggregate Revolving Commitment Amount up to an amount not to exceed $650,000,000 (the amount of any existing such increase, the “Additional Commitment Amount”). Each Lender with shall have the right for a period of 15 days following receipt of such existing Lender’s consentnotice, pursuant to elect by written notice to the terms hereof (any such addition of Borrower and the Administrative Agent to increase its Revolving Commitment by a new Lender or increase in the Commitment of an existing Lender upon the request principal amount equal to its Pro Rata Share of the Borrower pursuant Additional Commitment Amount. In the event that the aggregate amount to this Section 2.03(d) being referred which the Lenders are willing to as a “Lender Addition”); provided that (i) each such proposed Lender, in increase the case of an Eligible Bank not already a Lender hereunder, Revolving Commitments is acceptable less than the Additional Commitment Amount based on the written notices delivered by the Lenders to the Administrative Agent (the consent of the Administrative Agent not to be unreasonably withheld); (ii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) on any Business Day shall be equal to or greater than $25,000,000 in the aggregate; and (iii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”) shall be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address of the proposed Added Lender, (ii) the date on which the Borrower wishes such Lender Addition to become effective, and (iii) the amount of the Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If the conditions set forth in the proviso contained in the first sentence of this Section 2.03(d) have been satisfiedAgent, the Administrative Agent shall forward offer to the Lenders who have agreed to increase their Revolving Commitments the opportunity to further increase their Revolving Commitments up to an amount equal to the Additional Commitment Amount. Each such Added Lender and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance shall promptly respond in writing to the Administrative AgentAgent of whether it will agree to further increase its Revolving Commitment and by what amount it will agree to further increase its Revolving Commitment. Within five (5) Business Days after receipt of all responses from such Lenders, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any shall inform the Borrower and all Lenders in writing of the amount by which each Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement will increase its Revolving Commitment. No Lender (or any successor thereto) shall have any obligation to increase its Revolving Commitment or its other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or and the other Loan Documents, and any decision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other instrument or document furnished pursuant heretoLender. Upon its receipt of an Assumption Decisions to increase a Revolving Loan Commitment must be affirmatively communicated in writing and Acceptance executed by an Added Lender and the shall not be presumed based upon a failure to respond to Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptance’s request.

Increase of Commitments; Additional Lenders. The Borrower shall have (a) After the right, upon at least five (5) Business Days’ notice to the Administrative Agent, to add one or more Eligible Banks as new Lenders hereunder, or to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase in the Commitment of an existing Lender upon the request first anniversary of the Borrower pursuant to this Section 2.03(d) being referred to as a “Lender Addition”)Closing Date, the Parent may request that the then effective aggregate principal amount of the Term Loan Commitments be increased; provided that (i) each such proposed Lender, the aggregate principal amount of the increases in the case of an Eligible Bank Term Loan Commitments pursuant to this Section 2.14 shall not already a Lender hereunder, is acceptable to the Administrative Agent (the consent of the Administrative Agent not to be unreasonably withheld)exceed $20,000,000; (ii) the amount Borrowers shall execute and deliver such documents and instruments and take such other actions as may be reasonably required by Administrative Agent in connection with such increases and at the time of all increases to the Commitments made pursuant to this Section 2.03(d) on any Business Day shall be equal to or greater than $25,000,000 in the aggregatesuch proposed increase; and (iii) the amount no Default or Event of all increases to the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement Default shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”) shall have occurred and be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address of the proposed Added Lender, (ii) the date on which the Borrower wishes such Lender Addition to become effective, and (iii) the amount of the Commitment such Added Lender continuing or would have hereunder occur after giving effect to such Lender Addition. If the conditions increase, all representations and warranties of each Loan Party set forth in the proviso contained Loan Documents shall be true and correct in the first sentence all material respects (without duplication of this Section 2.03(d) have been satisfied, the Administrative Agent shall forward to such Added Lender and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, materiality qualifiers in the case of an Eligible Bank not previously those representations and warranties that are expressly qualified by a Lender hereunder, shall become a Lender hereunder. By executing Material Adverse Effect or other materiality) on and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto. Upon its receipt of an Assumption and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption increase or, to the extent such representations and Acceptancewarranties expressly relate to an earlier date, on and as of such earlier date; (iv) the incremental Term Loans made under this Section 2.14 (“Incremental Term Loans”) shall have a maturity date no earlier than the Maturity Date for the Term Facility, and shall have a Weighted Average Life to Maturity no shorter than the Term Loans made under Section 2.01(a); (v) after giving effect to any Incremental Term Loans, the Borrowers shall be in compliance on a Pro Forma Basis with each of the financial covenants specified in Section 7.14, and the Total Leverage Ratio shall be lower than the lesser of (A) 2.95:1.00 and (B) the maximum ratio permitted under Section 7.14, adjusted by reducing the numerator of such ratio by 0.25, in each case as of the most recently ended fiscal quarter for which financial statements have been delivered, calculated as if such Incremental Term Loans had been made as of the first day of the relevant period for testing compliance after giving effect to the borrowing of such Incremental Term Loans; (vi) the terms (other than maturity, amortization and pricing) of any Incremental Term Loans shall be identical to those of the Term Loans made under Section 2.01(a), and if the All-In Yield applicable to any Incremental Term Loans exceeds the All-In Yield of the Term Loans existing at such time by more than 50 basis points, then the interest rate margins for the Term Loans existing at such time shall be increased to the extent necessary so that the All-In Yield of such Term Loans is equal to the All-In Yield of such Incremental Loans minus 00 xxxxx xxxxxx, (xxx) the proceeds of any Incremental Term Loans may be used only to fund Permitted Acquisitions, other Investments permitted hereunder, and Capital Expenditures permitted hereunder and (viii) all other terms and conditions with respect to the Incremental Term Loans shall be reasonably satisfactory to Administrative Agent. The Parent may also, but is not required to (except that the Parent shall so notify the Administrative Agent), specify any fees offered to those Lenders (the “Increasing Lenders”) which agree to increase the principal amount of their Term Loan Commitments, which fees may be variable based upon the amount by which any such Lender increases the principal amount of its Term Loan Commitment. No Lender shall have any obligation, express or implied, to offer to increase the aggregate principal amount of its Term Loan Commitment.

Increase of Commitments; Additional Lenders. The (a) From time to time after the Closing Date and in accordance with this Section, the Borrower shall have the right, upon at least five (5) Business Days’ notice to the Administrative Agent, to add and one or more Eligible Banks Increasing Lenders or Additional Lenders (each as new Lenders hereunder, or defined below) may enter into an agreement to increase the Commitment aggregate Revolving Commitments (“Incremental Revolving Commitments”) and/or establish term loan commitments hereunder (“Incremental Term Loan Commitments”; and together with any Incremental Revolving Commitments, each an “Incremental Commitment”) so long as the following conditions are satisfied: (i) the aggregate principal amount of any existing Lender with all such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase in the Commitment of an existing Lender upon the request of the Borrower Incremental Commitments made pursuant to this Section 2.03(dshall not exceed the sum of (I) being referred $125,000,000 and (II) an unlimited amount so long as the Consolidated Total Net Leverage Ratio is less than 2.90:1.00 calculated on a pro forma basis after giving effect to as a “Lender Addition”); provided that the incurrence of such Incremental Commitments (iand assuming the aggregate amount of such Incremental Commitments, including all Incremental Revolving Commitments, have been fully funded) and the use of the proceeds thereof (the principal amount of each such proposed LenderIncremental Commitment, in the case of an Eligible Bank not already a Lender hereunder, is acceptable to the Administrative Agent (the consent of the Administrative Agent not to be unreasonably withheld“Incremental Commitment Amount”); (ii) the amount Borrower shall execute and deliver such documents and instruments and take such other actions as may be reasonably required by the Administrative Agent in connection with and at the time of any such proposed increase; (iii) at the time of and immediately after giving effect to any such proposed increase, no Default or Event of Default shall exist, all increases representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), and, since December 31, 2020, there shall have been no change which has had or could reasonably be expected to the Commitments have a Material Adverse Effect; (iv) (x) any incremental term loans made pursuant to this Section 2.03(d(the “Incremental Term Loans”) on any Business Day shall have a Maturity Date, an amortization schedule, and interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums (including prepayment premiums) as determined by the Borrower and the lenders providing such Incremental Term Loans; provided that the Maturity Date shall be equal to or greater no earlier than $25,000,000 in 180 days after the aggregate; Revolving Commitment Termination Date, and (iiiy) the amount of all increases to the any Incremental Revolving Commitments made provided pursuant to this Section 2.03(dshall have terms that are identical to the existing Revolving Commitments (except for the amount thereof) during and the term of this Agreement shall not exceed $250,000,000 in Revolving Loans; (v) the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”) Borrower and its Subsidiaries shall be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address pro forma compliance with each of the proposed Added Lender, (ii) the date on which the Borrower wishes such Lender Addition to become effective, and (iii) the amount of the Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If the conditions financial covenants set forth in Article VI as of the proviso contained in most recently ended Fiscal Quarter for which financial statements are required to have been delivered, calculated as if all such Incremental Term Loans had been made and all such Incremental Revolving Commitments had been established (and fully funded) as of the first sentence day of this Section 2.03(dthe relevant period for testing compliance; (vi) have been satisfiedif the Initial Yield applicable to any such Incremental Term Loans exceeds by more than 0.50% per annum the sum of the Applicable Margin then in effect for existing Revolving Loans plus one-fourth of the Up Front Fees paid in respect of the existing Revolving Loans (the “Existing Yield”), then the Administrative Agent Applicable Margin of all existing Revolving Loans shall forward increase by an amount equal to such Added Lender the difference between the Initial Yield and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto. Upon its receipt of an Assumption and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptance.Existing Yield;

Increase of Commitments; Additional Lenders. The Borrower shall have the rightmay from time to time, upon at least five (5) Business Daysdays’ prior written notice to the Administrative AgentAgent (who shall promptly provide a copy of such notice to each Lender), propose to add increase the Aggregate Revolving Commitments or to establish one or more Eligible Banks as new Lenders hereunderterm loans (each, or to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase in the Commitment of an existing Lender upon the request of the Borrower pursuant to this Section 2.03(d) being referred to as a “Lender AdditionIncremental Term Loan”); provided that provided, that: (ia) each such proposed Lendersubject, in the case of an Eligible Bank not already Incremental Term Loan being used to finance a Lender hereunderLimited Condition Acquisition, is acceptable to Section 1.8, the Administrative Agent (the consent of the Administrative Agent not to be unreasonably withheld); (ii) the aggregate amount of all increases to the Commitments made pursuant to this Section 2.03(d) on any Business Day shall be equal to or greater than $25,000,000 in the aggregate; and (iii) Aggregate Revolving Commitments plus the aggregate initial principal amount of all increases to Incremental Term Loans after the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement Closing Date shall not exceed $250,000,000 in 500,000,000 plus an unlimited amount so long as the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”) shall be by telecopyConsolidated Net Leverage Ratio is not greater than 3.00:1.00, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address recomputed as of the proposed Added Lender, (ii) end of the date on period of the four Fiscal Quarters most recently ended for which the Borrower wishes such Lender Addition has delivered financial statements pursuant to become effectiveSection 5.1(a) or (b), and (iii) the amount of the Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If increase or Incremental Term Loan on a Pro Forma Basis (assuming the conditions set forth full amount of such increase in the proviso contained Aggregate Revolving Commitments is fully drawn and without “netting” the cash proceeds thereof); (b) any increase in the first sentence Aggregate Revolving Commitments or establishment of this Section 2.03(dan Incremental Term Loan shall be in a minimum principal amount of $15,000,000 and in integral multiples of $1,000,000 in excess thereof; (c) have been satisfied, the Administrative Agent shall forward to such Added Lender and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance andsubject, in the case of an Eligible Bank not previously Incremental Term Loan being used to finance a Lender hereunderLimited Condition Acquisition, to Section 1.8, no Default or Event of Default shall become exist and be continuing at the time of any increase in the Aggregate Revolving Commitments or establishment of an Incremental Term Loan; (d) subject, in the case of an Incremental Term Loan being used to finance a Lender hereunder. By executing and delivering an Assumption and AcceptanceLimited Condition Acquisition, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect toSection 1.8, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto. Upon its receipt of an Assumption and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is conditions set forth in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes 3.2 shall be dated the effective date of such Assumption and Acceptance.satisfied as

Increase of Commitments; Additional Lenders. The Borrower shall have the right(a) Provided there exists no Default or Event of Default, upon at least five (5) Business Days’ notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower may from time to add one or more Eligible Banks as new Lenders hereundertime, or to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or request an increase in the Total Commitment of by an existing Lender upon the request of the Borrower pursuant to this Section 2.03(d) being referred to as a “Lender Addition”)amount not exceeding $20,000,000; provided that (i) each any such proposed Lender, request for an increase shall be in the case a minimum amount of an Eligible Bank not already a Lender hereunder, is acceptable to the Administrative Agent (the consent of the Administrative Agent not to be unreasonably withheld); $5,000,000 and (ii) any increase will permanently reduce the amount available under this provision. At the time of all increases sending such notice, the Borrower (in consultation with the Agent) shall specify the time period within which each Lender or any potential Lenders are requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Commitments Lenders and potential Lenders). Each Lender shall notify the Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. Any Lender increasing its Commitment is referred to as an "Increasing Lender". The Agent shall notify the Borrower and each Lender of the Lenders' responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Agent and the other Lenders, the Borrower or Agent (with the approval of Borrower) may also invite additional financial institutions (each an "Additional Lender") to become Lenders pursuant to this Section 2.03(d) on any Business Day shall be equal to or greater than $25,000,000 a joinder agreement in the aggregate; form and (iii) the amount of all increases substance satisfactory to the Commitments made pursuant Agent and its counsel. (b) If the Total Commitment is increased in accordance with this Section, the Agent and the Borrower shall determine the effective date (the "Increase Effective Date") and the final allocation of such increase. The Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to this Section 2.03(dsuch increase, the Borrower shall deliver to the Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) during the term signed by an Authorized Officer of this Agreement shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”) shall be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein Borrower (i) certifying and attaching the name resolutions adopted by Borrower approving or consenting to such increase and address of the proposed Added borrowing from a particular Lender, and (ii) the date on which the Borrower wishes such Lender Addition to become effectivecertifying that, before and (iii) the amount of the Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If increase, (A) the conditions set forth in the proviso representations and warranties contained in the first sentence of this Section 2.03(d) have been satisfied, the Administrative Agent shall forward to such Added Lender Article 4 and the Borrower for execution by such Added Lender other Loan Documents are true and correct on and as of the Borrower an Assumption and Acceptance. The Added Bank shallIncrease Effective Date, upon such execution, return the executed Assumption and Acceptance except to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon extent that such execution, delivery representations and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shallwarranties specifically refer to an earlier date, in addition to the rights which case they are true and obligations hereunder held by it immediately prior to correct as of such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto. Upon its receipt of an Assumption and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptanceearlier date, and (iiB) give prompt notice thereof no Default nor Event of Default exists. The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any prepayment fees required) to the Borrowerextent necessary to keep the outstanding Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. If requested by an Added Lender, the Borrower, at its own expense, (d) This Section shall execute supersede any provisions in Sections 8.3(b) and deliver 8.10 to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with contrary. Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptance.2.14

Increase of Commitments; Additional Lenders. The (a) From time to time after the Closing Date and in accordance with this Section, the Borrower and one or more Increasing Lenders or Additional Lenders (each as defined below) may enter into an agreement to increase the aggregate Revolving Commitments (each, an “Incremental Revolving Facility”) and/or add one or more term loan facilities or to increase the aggregate amount of any existing Class of Term Loans hereunder (each, an “Incremental Term Facility” and, together with the Incremental Revolving Facility, the “Incremental Facilities”) so long as the following conditions are satisfied: (i) the aggregate principal amount of all such Incremental Facilities made pursuant to this Section shall not exceed the Incremental Cap; provided that the aggregate commitments under the Incremental Revolving Facility shall not exceed $20,000,000; (ii) at the time of and immediately after giving effect to any such proposed incurrence, no Event of Default shall exist and all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects); provided, that, solely with respect to an Incremental Term Facility the proceeds of which are intended to and shall be used to finance substantially contemporaneously a Limited Condition Transaction, the condition shall be that (x) no Event of Default shall exist on the LCT Test Date and no Specified Event of Default shall exist on the date of consummation of such Limited Condition Transaction and (y) the Specified Representations shall be true and correct in all material respects on the date of consummation of such Limited Condition Transaction; (iii) (x) any Incremental Term Facility made pursuant to this Section and which is a separate Class of Term Loans shall have a maturity date no earlier than the Maturity Date and shall have a Weighted Average Life to Maturity no shorter than that of the Term Loans made pursuant to Section 2.5, (y) any Incremental Term Facility made pursuant to this Section in the form of an increase to an existing Class of Term Loans shall have the rightsame maturity date as such existing tranche of Term Loans, upon at least five and (5z) Business Days’ notice any Incremental Revolving Facility provided pursuant to this Section shall have a termination date no earlier than the Revolving Commitment Termination Date; (iv) the Borrower and its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the financial covenants set forth in Article VI as of the most recently ended (1) Fiscal Quarter for which financial statements are required to have been delivered or (2) calendar month, solely to the extent that the financial statements for such month (and any prior month or months the results for which are not included in clause (1)) have been DB1/ 110470318.9 81 delivered to the Administrative Agent and are in form and substance reasonably acceptable to the Administrative Agent, in each case, calculated (without “netting” the proceeds thereof in such calculation) as if all such Incremental Term Facilities had been made and all such Incremental Revolving Facilities had been established (and fully funded) as of the first day (for purposes of Section 6.3) and as of the last day (for purposes of Section 6.1), as applicable, of the relevant period for testing compliance, provided, that, solely with respect to add an Incremental Term Facility the proceeds of which are intended to and shall be used to finance substantially contemporaneously a Limited Condition Transaction, the condition set forth in this clause (iv) shall be true and correct on the LCT Test Date; (v) if the interest rate margin applicable to any such Incremental Term Facility incurred within 18 months of the Closing Date exceeds by more than 0.50% per annum the Applicable Margin then in effect for SOFR Term Loans made pursuant to Section 2.5, then the Applicable Margin of the existing Term Loans, shall be increased such that the Applicable Margin on the existing Term Loan is no more than 0.50% per annum lower than the interest rate margin on such Incremental Facility, provided, that in determining the interest rate margin applicable to such Incremental Term Facility and the existing Term Loans, (w) any prepayment premiums, arrangement, commitment, structuring, syndication, underwriting, placement, success, advisory, ticking and unused line, consent and amendment fees or other fees that are not generally paid ratably to all lenders providing such indebtedness or to one or more Eligible Banks as new Lenders hereunderarrangers (or their affiliates) of such indebtedness shall be excluded, or to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant (x) original issue discount and upfront fees paid to the terms hereof lenders thereunder shall be included (any with original issue discount or upfront fees being equated to interest based on assumed four-year life to maturity), (y) if such addition Incremental Term Facility includes an interest rate floor greater than the applicable interest rate floor under the existing Term Loan, such differential between interest rate floors shall be equated to the applicable interest rate margin for purposes of a new Lender or determining whether an increase to the interest rate margin under the existing Term Loan shall be required, but only to the extent an increase in the Commitment interest rate floor in the existing Term Loan would cause an increase in the Applicable Margin then in effect for SOFR Term Loans, and in such case the interest rate floor (but not the Applicable Margin) applicable to the existing Term Loan shall be increased to the extent of an existing Lender upon such differential between interest rate floors and (z) for purposes of calculating the request of the Borrower adjustments pursuant to this Section 2.03(d) being referred clause (v), such Indebtedness, if it is fixed rate Indebtedness, shall be swapped to a floating rate on a customary matched maturity basis as a “Lender Addition”); provided that (i) each such proposed Lender, in the case of an Eligible Bank not already a Lender hereunder, is reasonably acceptable to the Administrative Agent and the Borrower; (vi) the consent Incremental Facilities (A) shall rank pari passu in right of payment and/or with respect to security with the Obligations, (B) may not be secured by any assets other than Collateral, (C) may not be guaranteed by any Person who is not a Loan Party and (D) may participate on a (x) pro rata basis (but not greater than a pro rata basis) or less than pro rata basis in any voluntary repayment or prepayment in respect of the Administrative Agent Term Loans and (y) pro rata basis or less than pro rata basis (but not to be unreasonably withheld)greater than a pro rata basis) in any mandatory repayment or prepayment in respect of the Term Loans; and (iivii) the amount of all increases to the Commitments (x) any Incremental Term Facility made pursuant to this Section 2.03(d) on any Business Day and which is a separate tranche of Term Loans shall be equal on terms and conditions that are, taken as a whole, not materially more favorable to the lenders or greater than $25,000,000 holders providing such Indebtedness than, those applicable to the existing Term Loans, as determined in good faith by a Responsible Officer of the aggregate; Borrower (except (A) as otherwise permitted by this Section 2.23, (B) for covenants applicable only to periods after the Maturity Date of the Term Loans at the time of incurrence and (iiiC) the amount of all increases to the Commitments extent such terms and conditions are offered to be conformed or added to this Agreement for the benefit of the existing Lenders pursuant to an amendment) and to the DB1/ 110470318.9 82 extent applicable and if reasonably requested by the Administrative Agent, such Indebtedness shall be subject to an Acceptable Intercreditor Agreement, (y) any Incremental Term Facility made pursuant to this Section 2.03(d) during the term of this Agreement shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”) shall be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K heretoan increase to an existing Class of Term Loans shall be on the same terms and conditions (subject to clause (v) above, specifying therein other than with respect to original issue discount and upfront fees) as such existing Class of Term Loans (i) the name and address of the proposed Added Lender, (ii) the date on which the Borrower wishes such Lender Addition to become effectiveexcept as otherwise permitted by this Section 2.23), and (iiiz) the amount of the Commitment such Added Lender would have hereunder after giving effect any Incremental Revolving Facility provided pursuant to such Lender Addition. If the conditions set forth in the proviso contained in the first sentence of this Section 2.03(d) have been satisfied, shall be on the Administrative Agent shall forward to such Added Lender same terms and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date conditions (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility other than with respect to, any statements, warranties or representations made in or in connection with to upfront fees) as the Revolving Loans (except as otherwise permitted by this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto. Upon its receipt of an Assumption and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptance.2.23

Increase of Commitments; Additional Lenders. The (a) From time to time after the Closing Date and in accordance with this Section, the Borrower and one or more Increasing Lenders or Additional Lenders (each as defined below) may enter into an agreement to increase the aggregate Revolving Commitments (each, an “Incremental Revolving Facility”) and/or add one or more term loan facilities or to increase the aggregate amount of any existing Class of Term Loans hereunder (each, an “Incremental Term Facility” and, together with the Incremental Revolving Facility, the “Incremental Facilities”) so long as the following conditions are satisfied: (i) the aggregate principal amount of all such Incremental Facilities made pursuant to this Section shall not exceed the Incremental Cap; provided that the aggregate commitments under the Incremental Revolving Facility shall not exceed $20,000,000; (ii) at the time of and immediately after giving effect to any such proposed incurrence, no Event of Default shall exist and all representations and warranties of each Loan DB1/ 110470318.9 82 Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects); provided, that, solely with respect to an Incremental Term Facility the proceeds of which are intended to and shall be used to finance substantially contemporaneously a Limited Condition Transaction, the condition shall be that (x) no Event of Default shall exist on the LCT Test Date and no Specified Event of Default shall exist on the date of consummation of such Limited Condition Transaction and (y) the Specified Representations shall be true and correct in all material respects on the date of consummation of such Limited Condition Transaction; (iii) (x) any Incremental Term Facility made pursuant to this Section and which is a separate Class of Term Loans shall have a maturity date no earlier than the Maturity Date and shall have a Weighted Average Life to Maturity no shorter than that of the Term Loans made pursuant to Section 2.5, (y) any Incremental Term Facility made pursuant to this Section in the form of an increase to an existing Class of Term Loans shall have the rightsame maturity date as such existing tranche of Term Loans, upon at least five and (5z) Business Days’ notice any Incremental Revolving Facility provided pursuant to this Section shall have a termination date no earlier than the Revolving Commitment Termination Date; (iv) the Borrower and its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the financial covenants set forth in Article VI as of the most recently ended (1) Fiscal Quarter for which financial statements are required to have been delivered or (2) calendar month, solely to the extent that the financial statements for such month (and any prior month or months the results for which are not included in clause (1)) have been delivered to the Administrative Agent and are in form and substance reasonably acceptable to the Administrative Agent, in each case, calculated (without “netting” the proceeds thereof in such calculation) as if all such Incremental Term Facilities had been made and all such Incremental Revolving Facilities had been established (and fully funded) as of the first day (for purposes of Section 6.3) and as of the last day (for purposes of Section 6.1), as applicable, of the relevant period for testing compliance, provided, that, solely with respect to add an Incremental Term Facility the proceeds of which are intended to and shall be used to finance substantially contemporaneously a Limited Condition Transaction, the condition set forth in this clause (iv) shall be true and correct on the LCT Test Date; (v) if the interest rate margin applicable to any such Incremental Term Facility incurred within 18 months of the Closing Date exceeds by more than 0.50% per annum the Applicable Margin then in effect for EurodollarSOFR Term Loans made pursuant to Section 2.5, then the Applicable Margin of the existing Term Loans, shall be increased such that the Applicable Margin on the existing Term Loan is no more than 0.50% per annum lower than the interest rate margin on such Incremental Facility, provided, that in determining the interest rate margin applicable to such Incremental Term Facility and the existing Term Loans, (w) any prepayment premiums, arrangement, commitment, structuring, syndication, underwriting, placement, success, advisory, ticking and unused line, consent and amendment fees or other fees that are not generally paid ratably to all lenders providing such indebtedness or to one or more Eligible Banks as new Lenders hereunderarrangers (or their affiliates) of such indebtedness shall be excluded, or to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant (x) original issue discount and upfront fees paid to the terms hereof lenders thereunder shall be included (any with original issue discount or upfront fees being equated to interest based on assumed four-year life to maturity), (y) if such addition Incremental Term Facility includes an interest rate floor greater than the applicable interest rate floor under the existing Term Loan, such differential between interest rate floors shall be equated to the applicable interest rate margin for purposes of a new Lender or determining whether an increase to the DB1/ 110470318.9 83 interest rate margin under the existing Term Loan shall be required, but only to the extent an increase in the Commitment interest rate floor in the existing Term Loan would cause an increase in the Applicable Margin then in effect for EurodollarSOFR Term Loans, and in such case the interest rate floor (but not the Applicable Margin) applicable to the existing Term Loan shall be increased to the extent of an existing Lender upon such differential between interest rate floors and (z) for purposes of calculating the request of the Borrower adjustments pursuant to this Section 2.03(d) being referred clause (v), such Indebtedness, if it is fixed rate Indebtedness, shall be swapped to a floating rate on a customary matched maturity basis as a “Lender Addition”); provided that (i) each such proposed Lender, in the case of an Eligible Bank not already a Lender hereunder, is reasonably acceptable to the Administrative Agent and the Borrower; (vi) the consent Incremental Facilities (A) shall rank pari passu in right of payment and/or with respect to security with the Obligations, (B) may not be secured by any assets other than Collateral, (C) may not be guaranteed by any Person who is not a Loan Party and (D) may participate on a (x) pro rata basis (but not greater than a pro rata basis) or less than pro rata basis in any voluntary repayment or prepayment in respect of the Administrative Agent Term Loans and (y) pro rata basis or less than pro rata basis (but not to be unreasonably withheld)greater than a pro rata basis) in any mandatory repayment or prepayment in respect of the Term Loans; and (iivii) the amount of all increases to the Commitments (x) any Incremental Term Facility made pursuant to this Section 2.03(d) on any Business Day and which is a separate tranche of Term Loans shall be equal on terms and conditions that are, taken as a whole, not materially more favorable to the lenders or greater than $25,000,000 holders providing such Indebtedness than, those applicable to the existing Term Loans, as determined in good faith by a Responsible Officer of the aggregate; Borrower (except (A) as otherwise permitted by this Section 2.23, (B) for covenants applicable only to periods after the Maturity Date of the Term Loans at the time of incurrence and (iiiC) the amount of all increases to the Commitments extent such terms and conditions are offered to be conformed or added to this Agreement for the benefit of the existing Lenders pursuant to an amendment) and to the extent applicable and if reasonably requested by the Administrative Agent, such Indebtedness shall be subject to an Acceptable Intercreditor Agreement, (y) any Incremental Term Facility made pursuant to this Section 2.03(d) during the term of this Agreement shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”) shall be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K heretoan increase to an existing Class of Term Loans shall be on the same terms and conditions (subject to clause (v) above, specifying therein other than with respect to original issue discount and upfront fees) as such existing Class of Term Loans (i) the name and address of the proposed Added Lender, (ii) the date on which the Borrower wishes such Lender Addition to become effectiveexcept as otherwise permitted by this Section 2.23), and (iiiz) the amount of the Commitment such Added Lender would have hereunder after giving effect any Incremental Revolving Facility provided pursuant to such Lender Addition. If the conditions set forth in the proviso contained in the first sentence of this Section 2.03(d) have been satisfied, shall be on the Administrative Agent shall forward to such Added Lender same terms and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date conditions (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility other than with respect to, any statements, warranties or representations made in or in connection with to upfront fees) as the Revolving Loans (except as otherwise permitted by this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto. Upon its receipt of an Assumption and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptance.2.23

Increase of Commitments; Additional Lenders. The (a) So long as no Event of Default has occurred and is continuing, from time to time after the Closing Date, Borrower shall have the rightmay, upon at least five (5) Business Days30 days’ written notice to the Administrative AgentAgent (who shall promptly provide a copy of such notice to each Lender), to add one or more Eligible Banks as new Lenders hereunder, or propose to increase the Commitment Aggregate Revolving Commitments by an aggregate amount of all such increases not to exceed $200,000,000 (the amount of any existing Lender with such existing Lender’s consentincrease, pursuant to the terms hereof (any such addition of a new Lender or increase in the “Additional Commitment of an existing Lender upon the request of the Borrower pursuant to this Section 2.03(d) being referred to as a “Lender AdditionAmount”); , provided that (i) each such proposed Lender, in the case of an Eligible Bank not already a Lender hereunder, is acceptable to any new lenders are approved by the Administrative Agent and the Joint Lead Arrangers (the consent of the Administrative Agent such approval not to be unreasonably withheld); (ii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) on any Business Day shall be equal to or greater than $25,000,000 in the aggregate; and (iii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”) shall be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address of the proposed Added Lender, (ii) no Commitment of any Lender shall be increased without the date on which the Borrower wishes consent of such Lender Addition to become effectiveLender, and (iii) the Borrower is in compliance with Section 3.2, Article IV, Article V, Article VI, Article VII and Section 8.1. The Borrower may also, but is not required to, specify any fees offered to those Lenders (the “Increasing Lenders”) that agree to increase the principal amount of their Revolving Commitments, which fees may be variable based upon the Commitment such Added Lender would have hereunder after giving effect to amount by which any such Lender Additionis willing to increase the principal amount of its Revolving Commitment, as applicable. If Each Increasing Lender shall as soon as practicable, and in any case within 15 days following receipt of such notice, specify in a written notice to the conditions set forth in the proviso contained in the first sentence of this Section 2.03(d) have been satisfied, Borrower and the Administrative Agent shall forward the amount of such proposed Additional Commitment Amount that it is willing to such Added provide. No Lender and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any successor thereto) shall have any obligation to increase its Revolving Commitment or its other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or and the other Loan Documents, and any decision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other instrument or document furnished pursuant heretoLender. Upon its receipt of an Assumption If any Lender shall fail to notify the Borrower and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at writing about whether it will increase its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order Revolving Commitment within 15 days after receipt of such Added notice, such Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptancedeemed to have declined to increase its Revolving Commitment.

Increase of Commitments; Additional Lenders. The (a) So long as no Event of Default has occurred and is continuing, from time to time on and after the Closing Date, Borrower shall have the rightmay, upon at least five (5) Business Days30 days’ written notice to the Administrative Agent, in the case of any increase or addition after the Closing Date, propose to add increase the Revolving Committed Amount or the Term Loan Committed Amount of one or more Eligible Banks as Lenders that agree to such an increase or enter into one or more tranches of revolving commitments (“Incremental Revolving Commitments”) or additional Term Loans (each an “Incremental Term Loan”) with one or more Lenders and/or new Lenders hereunderlenders that agree to extend such commitments or loans, or in each case in minimum increments of $25,000,000 and with the aggregate amount of additional Revolving Commitments, Term Loan Commitments, Incremental Revolving Commitments and Incremental Term Loans not to increase exceed $100,000,000 (the Commitment amount of any existing Lender with such existing Lender’s consentincrease, pursuant to the terms hereof (any such addition of a new Lender or increase in the “Additional Commitment of an existing Lender upon the request of the Borrower pursuant to this Section 2.03(d) being referred to as a “Lender AdditionAmount”); provided that (i) each such proposed Lender, in the case of an Eligible Bank not already a Lender hereunder, is any new lenders are reasonably acceptable to the Administrative Agent and the Borrower. No Lender (the consent of the Administrative Agent not to be unreasonably withheld); (ii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) on or any Business Day shall be equal to or greater than $25,000,000 in the aggregate; and (iii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”successor thereto) shall be by telecopyhave any obligation to increase its Revolving Commitment, confirmed immediately in writingincrease its Term Loan Commitment, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address of the proposed Added Lender, (ii) the date on which the Borrower wishes such Lender Addition to become effective, and (iii) the amount of the Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If the conditions set forth in the proviso contained in the first sentence of this Section 2.03(d) have been satisfied, the Administrative Agent shall forward to such Added Lender and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation extend Incremental Revolving Commitments or warranty, nor assumes any responsibility with respect to, any statements, warranties extend Incremental Term Loans or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any its other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement and the other Credit Documents, and any decision by a Lender to increase its Revolving Commitment, increase its Term Loan Commitment, extend Incremental Revolving Commitments or extend Incremental Term Loans shall be made in its sole discretion independently from any other instrument or document furnished pursuant hereto. Upon its receipt of an Assumption and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptance.

Increase of Commitments; Additional Lenders. The (a) So long as no Event of Default has occurred and is continuing, from time to time after the Closing Date and provided that (a) at the time of and immediately after giving effect to any such proposed increase, no Default or Event of Default shall exist, all representations and warranties of each Borrower set forth in the Credit Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), and, since September 30, 2010, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect, (b) the Borrower shall be in pro forma compliance with Section 5.2 as of the most recently ended fiscal quarter for which financial statements have been delivered, calculated as if all such Additional Revolving Commitments had been established as of the first day of the relevant period for testing compliance and (c) the Borrower shall have received all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of Borrower, Borrower may, upon at least 30 days’ written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate Commitments up to an aggregate amount not to exceed $250,000,000 (the amount of any such increase, the “Additional Commitment Amount”). All Additional Commitments shall have the same terms and conditions applicable to the Commitments established on the Closing Date, including without limitation, as to yield, maturity and amortization. Each Lender shall have the right, upon at least five (5) Business Days’ for a period of 20 days following receipt of such notice, to elect by written notice to the Administrative Agent, to add one or more Eligible Banks as new Lenders hereunder, or to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase in the Commitment of an existing Lender upon the request of the Borrower pursuant to this Section 2.03(d) being referred to as a “Lender Addition”); provided that (i) each such proposed Lender, in the case of an Eligible Bank not already a Lender hereunder, is acceptable to and the Administrative Agent (the consent to increase its Commitment by a principal amount equal to its Pro Rata Share of the Administrative Agent not to be unreasonably withheld); Additional Commitment Amount. No Lender (ii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) on or any Business Day shall be equal to or greater than $25,000,000 in the aggregate; and (iii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”successor thereto) shall be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address of the proposed Added Lender, (ii) the date on which the Borrower wishes such Lender Addition have any obligation to become effective, and (iii) the amount of the increase its Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If the conditions set forth in the proviso contained in the first sentence of this Section 2.03(d) have been satisfied, the Administrative Agent shall forward to such Added Lender and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any its other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or and the other Credit Documents, and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other instrument or document furnished pursuant hereto. Upon its receipt of an Assumption and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptance.

Increase of Commitments; Additional Lenders. The (a) So long as no Default or Event of Default has occurred and is continuing and the Borrower shall have would be in pro forma compliance with the rightfinancial covenants set forth in Article VI after giving effect thereto, from time to time after the Closing Date, Borrower may, upon at least five (5) Business Days30 days’ written notice to the Administrative Agent, to add one or more Eligible Banks as new Lenders hereunder, or to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase in the Commitment of an existing Lender upon the request of the Borrower pursuant to this Section 2.03(d) being referred to as a “Lender Addition”); provided that (i) each such proposed Lender, in the case of an Eligible Bank not already a Lender hereunder, is acceptable to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the consent Aggregate Revolving Commitments or to establish one or more new additional term loans (each, an “Incremental Term Loan”) by an amount not to exceed $30,000,000 (the amount of any such increase or the principal amount of any such Incremental Term Loan, the “Additional Commitment Amount”) and in a minimum amount of at least $3,000,000 or a larger multiple of $1,000,000. With respect to any increase in the Aggregate Revolving Commitments or any Incremental Term Loans, each Lender shall have the right for a period of 15 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent not to be unreasonably withheld); increase its Revolving Commitment or provide Incremental Term Loans by a principal amount equal to its Pro Rata Share of the Additional Commitment Amount. With respect to any Incremental Term Loan, (iix) the amount final maturity date shall be no earlier than the latest Maturity Date for any then existing Term Loan, (y) the weighted average life to maturity of all increases such Incremental Term Loan shall not be shorter than the weighted average life to maturity of any then existing Term Loan and (z) the Applicable Margin for the Incremental Term Loan shall not be more than 75 basis points (0.75%) more than the Applicable Margin with respect to any then existing Term Loan, unless the Applicable Margin for any then existing Term Loan is increased to the Commitments made pursuant to this Section 2.03(d) on Applicable Margin for the Incremental Term Loan minus 75 basis points (0.75%). No Lender (or any Business Day shall be equal to or greater than $25,000,000 in the aggregate; and (iii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”successor thereto) shall be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address of the proposed Added Lender, (ii) the date on which the Borrower wishes such Lender Addition have any obligation to become effective, and (iii) the amount of the increase its Revolving Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If the conditions set forth in the proviso contained in the first sentence of this Section 2.03(d) have been satisfied, the Administrative Agent shall forward to such Added Lender and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any its other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement and the other Loan Documents or provide any Incremental Term Loan Commitment, and any decision by a Lender to increase its Revolving Commitment or provide any Incremental Term Loan Commitment shall be made in its sole discretion independently from any other instrument or document furnished pursuant heretoLender. Upon its receipt of an Assumption If any Lender shall fail to notify the Borrower and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, writing about whether it will increase its Revolving Commitment or provide any Incremental Term Loan Commitment within fifteen (i15) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order days after receipt of such Added notice, such Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptancedeemed to have declined to increase its Revolving Commitment or provide any Incremental Term Loan Commitment.

Increase of Commitments; Additional Lenders. The (a) So long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the representations and warranties in the Loan Documents will be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) immediately prior to, and immediately after giving effect to, the incurrence of such Additional Commitment Amount (except to the extent that such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date), then from time to time after the Closing Date, the Borrower shall have the rightmay, upon at least five 15 days’ (5or such shorter period of time as the Administrative Agent may agree in its sole discretion) Business Days’ written notice to the Administrative Agent, propose to add increase the Aggregate Revolving Commitments (a “Revolving Commitment Increase”) or to establish one or more Eligible Banks as new Lenders hereunder, or to additional term loans and/or increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase in the Commitment of an existing Lender upon the request Class of the Borrower pursuant to this Section 2.03(dTerm Loans (each, an “Incremental Term Loan”) being referred to as a “Lender Addition”); provided that (i) each such proposed Lender, in the case of by an Eligible Bank not already a Lender hereunder, is acceptable to the Administrative Agent (the consent of the Administrative Agent amount not to be unreasonably withheld); exceed the Incremental Amount (ii) the amount of all increases to any such increase or the Commitments made pursuant to this Section 2.03(d) on any Business Day shall be equal to or greater than $25,000,000 in the aggregate; and (iii) the principal amount of all increases to any such Incremental Term Loan, the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender AdditionAdditional Commitment Amount”) shall be by telecopy, confirmed immediately and in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address of the proposed Added Lender, (ii) the date on which the Borrower wishes such Lender Addition to become effective, and (iii) the a minimum amount of at least $2,000,000 or a larger multiple of $500,000. For the Commitment such Added avoidance of doubt, no Lender would have hereunder after giving effect to such Lender Addition. If the conditions set forth in the proviso contained in the first sentence of this Section 2.03(d) have been satisfied, the Administrative Agent shall forward to such Added Lender and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any successor thereto) shall have any obligation to increase its Revolving Commitment or its other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement and the other Loan Documents or provide any Incremental Term Loan Commitment, and any decision by a Lender to increase its Revolving Commitment or provide any Incremental Term Loan Commitment shall be made in its sole discretion independently from any other instrument or document furnished pursuant hereto. Upon its receipt of an Assumption and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptance.

Increase of Commitments; Additional Lenders. The (a) So long as no Event of Default has occurred and is continuing, from time to time on or after the first anniversary of the Closing Date, Borrower shall have the rightmay, upon at least five (5) Business Days30 days’ written notice to the Administrative Agent, to add one or more Eligible Banks as new Lenders hereunder, or to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase in the Commitment of an existing Lender upon the request of the Borrower pursuant to this Section 2.03(d) being referred to as a “Lender Addition”); provided that (i) each such proposed Lender, in the case of an Eligible Bank not already a Lender hereunder, is acceptable to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the consent of Aggregate Revolving Commitments and/or the Administrative Agent Aggregate Term Loan Commitments by an amount not to be unreasonably withheld); (ii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) on any Business Day shall be equal to or greater than exceed $25,000,000 in the aggregate; and (iii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) aggregate during the term of this Agreement shall not exceed $250,000,000 in (the aggregate. Each notice amount of a proposed Lender Addition (a any such increase, the “Notice of Lender AdditionAdditional Commitment Amount”) shall be by telecopy), confirmed immediately in writingprovided, in substantially the form of Exhibit K heretohowever, specifying therein that (i) the name and address sum of the proposed Added LenderRevolving Commitment, plus the outstanding principal balance of the Term Loans, plus all Additional Commitment Amounts shall never exceed $130,000,000, (ii) the date on which the Borrower wishes such Lender Addition to become effective, each Additional Commitment Amount shall be in a principal amount of not less than $5,000,000 and (iii) each Additional Commitment Amount shall be subject to the amount of the Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If the conditions specific use restrictions with respect thereto that are set forth in the proviso contained in the first sentence Section 5.9 of this Section 2.03(d) Agreement. Each Lender shall have been satisfiedthe right for a period of 15 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent shall forward to such Added Lender and increase its Revolving Commitment and/or its Term Loan Commitment (as the Borrower for execution case may be) by such Added Lender and a principal amount equal to its Pro Rata Share of the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, Additional Commitment Amount allocated in the case of Borrower’s request to an Eligible Bank not previously a increase in the Aggregate Revolving Commitments and/or Aggregate Term Loan Commitments, as applicable. No Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any successor thereto) shall have any obligation to increase its Revolving Commitment, its Term Loan Commitment or its other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement and the other Loan Documents, and any decision by a Lender to increase its Revolving Commitment or its Term Loan Commitment (as the case may be) shall be made in its sole discretion independently from any other instrument or document furnished pursuant heretoLender. Upon its receipt of an Assumption If any Lender shall fail to notify the Borrower and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially writing about whether it will increase its Revolving Commitment or its Term Loan Commitment (as the form of Exhibit L hereto, (icase may be) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order within 15 days after receipt of such Added notice, such Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated deemed to have declined to increase its Revolving Commitment or its Term Loan Commitment (as the effective date of such Assumption and Acceptancecase may be).

Increase of Commitments; Additional Lenders. The Borrower shall have the right(a) Borrowers may increase, upon at least five (5) Business Days’ notice to the Administrative Agent, to add one or more Eligible Banks as new Lenders hereunder, or to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase in the Commitment of an existing Lender upon the request of Borrower Agent, the Borrower then effective amount of the Aggregate Revolving Credit Commitment; provided that: (i) the principal amount of the increases in the Aggregate Revolving Credit Commitment pursuant to this Section 2.03(d) being referred to as a “Lender Addition”); provided that (i) each such proposed Lender2.16, in the case of an Eligible Bank shall not already a Lender hereunder, is acceptable to the Administrative Agent (the consent of the Administrative Agent not to be unreasonably withheld)exceed $50,000,000; (ii) Borrowers shall execute and deliver such documents and instruments and take such other actions as may be required by Agent in connection with such increases and at the amount time of all increases to the Commitments made pursuant to this Section 2.03(d) on any Business Day shall be equal to or greater than $25,000,000 in the aggregatesuch proposed increase; and (iii) the amount no Default or Event of all increases to the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement Default shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”) shall have occurred and be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address of the proposed Added Lender, (ii) the date on which the Borrower wishes such Lender Addition to become effective, and (iii) the amount of the Commitment such Added Lender continuing or would have hereunder occur after giving effect to such Lender Addition. If the conditions increase and all representations and warranties by or on behalf of each Loan Party and its Subsidiaries set forth in the proviso contained Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of the date of such increase or, to the extent such representations and warranties expressly relate to an earlier date, true and correct in all material respects on and as of such earlier date; (iv) the Incremental Revolving Credit Commitments provided under this Section 2.16 (the "Incremental Revolving Credit Commitments") shall have an expiration date no earlier than the Termination Date; (v) Borrowers shall be in pro forma compliance with the Financial Covenant as of the most recently ended Fiscal Quarter for which Financial Statements have been delivered (regardless of whether or not then tested), calculated as if such Incremental Revolving Credit Commitments had been established (and fully funded) as of the first sentence day of this Section 2.03(d) have been satisfied, the Administrative Agent shall forward to such Added Lender and the Borrower relevant period for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant heretotesting compliance]; and (iivi) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility all other terms and conditions with respect to, to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto. Upon its receipt of an Assumption and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent Incremental Revolving Credit Commitments shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L heretoexcept with respect to All-In Yield (which shall be subject to clause (d) below), (i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof be identical to those applicable to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver Revolving Credit Commitments or otherwise satisfactory to the Administrative Agent a new Promissory Note or Promissory Notes to the order of such Added Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and AcceptanceAgent.

Increase of Commitments; Additional Lenders. The (a) So long as no Default or Event of Default has occurred and is continuing and the Borrower shall have would be in pro forma compliance with the rightfinancial covenants set forth in Article VI after giving effect thereto, from time to time after the Closing Date, Borrower may, upon at least five (5) Business Days30 days’ written notice to the Administrative Agent, to add one or more Eligible Banks as new Lenders hereunder, or to increase the Commitment of any existing Lender with such existing Lender’s consent, pursuant to the terms hereof (any such addition of a new Lender or increase in the Commitment of an existing Lender upon the request of the Borrower pursuant to this Section 2.03(d) being referred to as a “Lender Addition”); provided that (i) each such proposed Lender, in the case of an Eligible Bank not already a Lender hereunder, is acceptable to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the consent Aggregate Revolving Commitments or to establish one or more new additional term loans (each, an “Incremental Term Loan”) by an amount not to exceed $50,000,000 (the amount of any such increase or the principal amount of any such Incremental Term Loan, the “Additional Commitment Amount”) and in a minimum amount of at least $3,000,000 or a larger multiple of $1,000,000. With respect to any increase in the Aggregate Revolving Commitments or any Incremental Term Loans, each Lender shall have the right for a period of 15 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent not to be unreasonably withheld); increase its Revolving Commitment or provide Incremental Term Loans by a principal amount equal to its Pro Rata Share of the Additional Commitment Amount. With respect to any Incremental Term Loan, (iix) the amount final maturity date shall be no earlier than the latest Maturity Date for any then existing Term Loan, (y) the weighted average life to maturity of all increases such Incremental Term Loan shall not be shorter than the weighted average life to maturity of any then existing Term Loan and (z) the Applicable Margin for the Incremental Term Loan shall not be more than 75 basis points (0.75%) more than the Applicable Margin with respect to any then existing Term Loan, unless the Applicable Margin for any then existing Term Loan is increased to the Commitments made pursuant to this Section 2.03(d) on Applicable Margin for the Incremental Term Loan minus 75 basis points (0.75%). No Lender (or any Business Day shall be equal to or greater than $25,000,000 in the aggregate; and (iii) the amount of all increases to the Commitments made pursuant to this Section 2.03(d) during the term of this Agreement shall not exceed $250,000,000 in the aggregate. Each notice of a proposed Lender Addition (a “Notice of Lender Addition”successor thereto) shall be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit K hereto, specifying therein (i) the name and address of the proposed Added Lender, (ii) the date on which the Borrower wishes such Lender Addition have any obligation to become effective, and (iii) the amount of the increase its Revolving Commitment such Added Lender would have hereunder after giving effect to such Lender Addition. If the conditions set forth in the proviso contained in the first sentence of this Section 2.03(d) have been satisfied, the Administrative Agent shall forward to such Added Lender and the Borrower for execution by such Added Lender and the Borrower an Assumption and Acceptance. The Added Bank shall, upon such execution, return the executed Assumption and Acceptance to the Administrative Agent, for the Administrative Agent’s acceptance thereof. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assumption and Acceptance, the Added Lender shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date (if any), have the rights and obligations hereunder that have been assumed by it pursuant to such Assumption and Acceptance and, in the case of an Eligible Bank not previously a Lender hereunder, shall become a Lender hereunder. By executing and delivering an Assumption and Acceptance, each Added Lender confirms to and agrees with each party hereto as follows: (i) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any its other instrument or document furnished pursuant hereto; and (ii) neither the Administrative Agent nor any Lender makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement and the other Loan Documents or provide any Incremental Term Loan Commitment, and any decision by a Lender to increase its Revolving Commitment or provide any Incremental Term Loan Commitment shall be made in its sole discretion independently from any other instrument or document furnished pursuant heretoLender. Upon its receipt of an Assumption If any Lender shall fail to notify the Borrower and Acceptance executed by an Added Lender and the Borrower, the Administrative Agent shall, if such Assumption and Acceptance has been completed and is in substantially the form of Exhibit L hereto, writing about whether it will increase its Revolving Commitment or provide any Incremental Term Loan Commitment within fifteen (i15) accept such Assumption and Acceptance, and (ii) give prompt notice thereof to the Borrower. If requested by an Added Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Promissory Note or Promissory Notes to the order days after receipt of such Added notice, such Lender in accordance with Section 3.01(c). Such new Promissory Note or Promissory Notes shall be dated the effective date of such Assumption and Acceptancedeemed to have declined to increase its Revolving Commitment or provide any Incremental Term Loan Commitment.